Mastercard executive equity grants and tax offsets

Mastercard Inc Chief Commercial Payments Officer Raj Seshadri reported multiple equity compensation movements dated March 1, 2026.

Rhea-AI Filing Summary

Mastercard Inc Chief Commercial Payments Officer Raj Seshadri reported multiple equity compensation movements dated March 1, 2026. She received an award of 7,172 employee stock options with an exercise price of $0.00 per share, which vest in three equal annual installments beginning March 1, 2027.

She also acquired 2,311 shares of Class A common stock and a further 8,502 shares through grants and earned performance stock units, both recorded at $0.00 per share. To cover related tax liabilities, 1,072 shares and 3,183 shares of Class A common stock were disposed of at $512.76 per share via tax-withholding dispositions rather than open-market sales.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Seshadri Raj

Role Chief Commercial Pmts Officer

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Option (right to buy)	7,172	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,072	$512.76	$550K
Grant/Award	Class A Common Stock	2,311	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	3,183	$512.76	$1.63M
Grant/Award	Class A Common Stock	8,502	$0.00	$0.00

Holdings After Transaction: Employee Stock Option (right to buy) — 7,172 contracts (Direct); Class A Common Stock — 19,257.33 shares (Direct)

Footnotes (5)

1. F1. Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.
2. F2. Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2027.
3. F3. Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2025, and settled on March 1, 2026.
4. F4. Represents earned performance stock units granted on March 1, 2023 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2026, but will settle on March 1, 2027. The award is net withholding of shares to pay tax liability incident to the vesting of the award.
5. F5. The employee stock options vest in three (3) equal annual installments beginning March 1, 2027.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Mastercard (MA) report for Raj Seshadri?

Mastercard reported that Raj Seshadri received stock option, restricted stock unit, and performance stock unit awards, and had shares withheld to pay taxes. The filing details both acquisitions of equity and tax-withholding dispositions of Class A common stock on March 1, 2026.

How many stock options were granted to Raj Seshadri at Mastercard (MA)?

Raj Seshadri was granted 7,172 employee stock options with an exercise price of $0.00 per share. These options vest in three equal annual installments beginning March 1, 2027, tying the award to continued service and long-term incentive alignment at Mastercard.

Were Raj Seshadri’s Mastercard (MA) share disposals open-market sales?

No, the reported disposals were tax-withholding dispositions, not open-market sales. A total of 1,072 and 3,183 Class A shares were withheld at $512.76 per share to satisfy tax liabilities linked to vesting and settlement of equity awards.

What restricted and performance stock units did Raj Seshadri receive at Mastercard (MA)?

She received restricted stock units that vest in three equal annual installments starting March 1, 2027, and earned performance stock units granted March 1, 2023. Those performance units were fully earned and vested on March 1, 2026, with settlement scheduled for March 1, 2027.

How did these transactions change Raj Seshadri’s Mastercard (MA) share holdings?

After one tax-withholding disposition, her direct Class A common stock holdings were 11,627.33 shares, and after a subsequent disposition they were 10,755.33 shares. Additional stock grants increased her reported direct holdings to 19,257.33 Class A shares following the final acquisition entry.

What dates are important in Raj Seshadri’s Mastercard (MA) equity awards?

Key dates include grants on March 1, 2023, vesting or earning events on March 1, 2025 and March 1, 2026, and future vesting or settlement beginning March 1, 2027. These dates define when performance conditions were met and when awards vest or settle.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 03/03/2026 - 06:56 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Seshadri Raj

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Pmts Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/01/2026		F		1,072(1)	D	$512.76	11,627.33	D
Class A Common Stock	03/01/2026		A		2,311(2)	A	$0	13,938.33	D
Class A Common Stock	03/01/2026		F		3,183(3)	D	$512.76	10,755.33	D
Class A Common Stock	03/01/2026		A		8,502(4)	A	$0	19,257.33	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$517.21	03/01/2026		A		7,172		(5)	03/01/2036	Class A Common Stock	7,172	$0	7,172	D

Explanation of Responses:

1. Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.

2. Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2027.

3. Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2025, and settled on March 1, 2026.

4. Represents earned performance stock units granted on March 1, 2023 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2026, but will settle on March 1, 2027. The award is net withholding of shares to pay tax liability incident to the vesting of the award.

5. The employee stock options vest in three (3) equal annual installments beginning March 1, 2027.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Raj Seshadri, pursuant to a power of attorney dated June 24, 2025	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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